Martina Announces Proposed Acquisition of 7303 Warden Inc. - Seite 2

Pursuant to the terms of the LOI, the Company intends to acquire all of the issued and outstanding shares of 7303 for an aggregate purchase price of approximately $100 million (the “Purchase Price”). The Purchase Price will be satisfied through the issuance common shares (the “Consideration Shares”) in the capital of the Company at a price per Consideration Share to be determined in the context of the market.

Closing of the Acquisition is subject to a number of conditions including but not limited to satisfactory due diligence investigations, the negotiation and execution of the Definitive Agreement, receipt of all required shareholder, if required, regulatory and third-party approvals and consents, including that of the Exchange and satisfaction of other customary closing conditions. The Acquisition cannot close until the required approvals are obtained. There can be no assurance that the Acquisition will be completed as proposed or at all.

Subject to the approval of the Exchange, upon closing of the Acquisition, the Resulting Issuer shall pay a finder’s fee by way of issuing common shares to an arms length party to both 7303 and the Company.

Resulting Issuer

In connection with the Acquisition, it is anticipated that the Company will, among other things: (i) change its name to “Solis Capital Worldwide Holdings Inc.” or any other such name that is acceptable to 7303; (ii) reconstitute the existing directors and officers of the Company with nominees mutually agreed upon by the parties; (iii) enter into employment, consulting or other agreements with key members of the 7303 team and management; (iv) enter into such escrow or pooling agreements as required by the Exchange or as agreed by the parties.

Upon completion of the Acquisition, it is proposed that the board of directors and management of the Resulting Issuer will be comprised of five (5) individuals. As of the date of the release, the following individuals have agreed to serve as directors of the Resulting Issuer:

Dylan W.Z. Su, Director & Chief Executive Officer - Mr. Su is a seasoned real estate developer with over a decade of experience. Since moving to Toronto in 2009, Mr. Su has established himself as a forward-thinking leader in real estate development. He has spearheaded numerous successful real estate projects, contributing to Toronto’s urban growth and development while demonstrating expertise in property acquisition, project planning, and execution, ensuring each development meets high standards of quality and innovation. Throughout his years of experience, Mr. Su has been successful in building strong partnerships with stakeholders, architects, and contractors to deliver projects on time and within budget.